XML 69 R19.htm IDEA: XBRL DOCUMENT v2.4.0.6
Commitments And Contingencies
6 Months Ended
Jun. 30, 2012
Commitments And Contingencies [Abstract]  
Commitments And Contingencies

Note 14 – Commitments and Contingencies and Other Matters

 

Commitments

 

Expansion of Well Intervention Fleet

            In March 2012, we executed a shipyard contract for the construction of a newbuild semisubmersible well intervention vessel.  This $386.5 million shipyard contract represents the majority of the expected costs associated with the construction of this new semisubmersible well intervention vessel.  We made the first scheduled payment under the contract in the amount of $57.8 million on March 12, 2012.  Under terms of this contract, the payments will be made in fixed amounts on contractually scheduled dates.  The next $58.0 million payment is scheduled to be made in December 2012.

 

            On July 23, 2012, we entered into a definitive agreement to acquire the Discoverer 534 drillship from a subsidiary of Transocean Ltd. for $85 million.  The transaction is expected to close in August 2012.  We will then convert the drillship into a well intervention vessel in Singapore.

 

Contingencies and Claims

 

We were subcontracted to perform development work for a large gas field offshore India.  Work commenced in the fourth quarter of 2007 and we completed our scope of work in the third quarter of 2009.  To date we have collected approximately $303 million related to this project with an amount of trade receivables yet to be collected.  We have requested arbitration in India pursuant to the terms of the subcontract to pursue our claims and the prime contractor has also requested arbitration and has asserted certain counterclaims against us.  If we are not successful in resolving these matters through ongoing discussions with the prime contractor, then arbitration in India remains a potential remedy.  Based on number of factors associated with the ongoing negotiations with the prime contractor, in 2010 we established an allowance against our trade receivable balance that reduces its balance to an amount we believe is ultimately realizable (see Notes 16 and 18 of our 2011 Form 10-K).  However, at the time of this filing no final commercial resolution of this matter has been reached.

 

We have received value added tax (VAT) assessments from the State of Andhra Pradesh, India (the “State”) in the amount of approximately $28 million for the tax years 2007, 2008, 2009 and 2010 related to a subsea construction and diving contract we entered into in December 2006 in India.  The State claims we owe unpaid taxes related to products consumed by us during the period of the contract.  We are of the opinion that the State has arbitrarily assessed this VAT tax and has no foundation for the assessment and believe that we have complied with all rules and regulations as related to VAT in the State.  We also believe that our position is supported by law and intend to vigorously defend our position.  However, the ultimate outcome of this assessment and our potential liability from it, if any, cannot be determined at this time.  If the current assessment is upheld, it may have a material negative effect on our consolidated results of operations while also impacting our financial position.

 

Contracting Services Impairment

 

As our subsea construction vessel, the Intrepid, did not have work for the immediately foreseeable future, we deferred the vessel’s scheduled regulatory dry dock and are currently preparing the vessel to be placed in cold-stack mode for at least the remainder of 2012.  In consideration of these developments, we concluded the vessel was impaired and we recorded a $14.6 million charge to reduce the carrying cost of the Intrepid to its estimated fair value at June 30, 2012.

 

Litigation

 

On May 12, 2012, a shareholder derivative lawsuit styled Mark Lucas v. Owen Kratz, et al. was filed in the 270th Judicial District in the District Court of Harris County, Texas.  In the suit, the plaintiff makes claims against our Board of Directors, certain of our former directors, certain of our current and former executive officers and the independent compensation consultant to the Compensation Committee of our board of directors, for breaches of the fiduciary duties of candor, good faith and loyalty, unjust enrichment and aiding and abetting the alleged breaches of fiduciary duty relating to the long-term equity awards granted in 2010 to certain of our executive officers.  This case is essentially a “copycat” complaint asserting similar causes of action arising out of the same facts as set forth in the federal action, City of Sterling Heights Police & Fire Retirement System v. Owen Kratz, et al., a description of which is included in our 2011 Form 10-K.  We have filed a motion to stay, motion to dismiss, special exceptions, plea to the jurisdiction and an original answer asserting that: (i) the suit should be stayed in favor of a first-filed federal derivative case; (ii) the plaintiff has not pled specific facts showing wrongful refusal of demand; (iii) the plaintiff has not demonstrated he continually owned shares during the complained of action; and (iv) the plaintiff has not stated a claim.  The plaintiff is generally demanding disgorgement of the excessive compensation, restraint on the disposition/exercise of the alleged improperly awarded equity, implementation of additional internal controls, and attorney’s fees and costs of litigation.

 

On June 20, 2012, we were named as a defendant in a claim filed in the Western District of Virginia by an individual, Charles Adams, who claims that he invented the capping stack used to plug the BP Gulf of Mexico Macondo well.  Mr. Adams alleges that we obtained some drawings and other intellectual property from an engineer named Richard Haun and/or Mr. Haun’s company, Equipment Design & Manufacturing Group, LLC, d/b/a ED&M Deepwater Engineering (collectively “ED&M”, and also a named defendant), and that we and ED&M then engaged Cameron International Corporation (which is also a named defendant) to manufacture the capping stack and realize the Plaintiff’s invention.  Mr. Adams seeks at least $150 million in compensatory damages, treble damages under a Virginia statute, punitive damages, attorney’s fees and costs, as well as temporary and permanent injunctions against the defendants in relation to his claimed intellectual property.  We believe that we were mistakenly named in this lawsuit because, among other things, we did not invent, manufacture or provide the capping stack that was used to plug the Macondo well, and although we did have a working relationship with ED&M, that work had nothing to do with the Macondo (or any other) capping stack.  In the event it is not dismissed from this lawsuit, we intend to defend this matter vigorously.  We do not expect that this matter will have a material adverse effect on our business or financial position, results of operations or cash flows.

 

We are involved in various legal proceedings, primarily involving claims for personal injury under the General Maritime Laws of the United States and the Jones Act based on alleged negligence.  In addition, from time to time we incur other claims, such as contract disputes, in the normal course of business.